Charles Mueller
About Charles Mueller
Independent director since July 19, 2023; age 70. Corporate tax consultant to Tropicana Products, Inc. and Cresa Partners Boston, Inc. since 2021; previously spent 36 years at PepsiCo culminating as Vice President, State and Local Tax (2012–2021) overseeing tax planning, accounting, compliance, audit and SOX controls. Holds a BS in Accounting from Providence College and IRS preparer tax identification number and electronic return originator license; designated Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo, Inc. | Vice President, State & Local Tax (Corporate Division) | 2012–2021 | Led tax planning, accounting, compliance, audit, SOX controls (state/local) |
| PepsiCo, Inc. | Senior tax roles (various) | 1985–2012 | Progressive leadership across tax functions |
| Avon Products, Inc. | Tax professional | Not disclosed | Tax practice experience |
| SCM Corporation | Tax professional | Not disclosed | Tax practice experience |
| Intercontinental Hotels Corporation | Tax professional | Not disclosed | Tax practice experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tropicana Products, Inc. | Corporate Tax Consultant | Since 2021 | Tax, compliance, audit expertise |
| Cresa Partners Boston, Inc. | Corporate Tax Consultant | Since 2021 | Tax, compliance, audit expertise |
Board Governance
- Board independence: Mueller is one of three independent directors (with Nuñez and Hirsh) under Nasdaq/Cboe, NI 52-110, and SEC rules. The Board has no lead independent director; CEO serves as Chair.
- Audit Committee: Member; independent, financially literate, and designated audit committee financial expert. Audit Committee held 4 meetings in 2024 (6 meetings in 2023). Chair is Lawrence Hirsh.
- Compensation Committee: Member; chair is Cristina Nuñez. Committee oversees CEO/NEO pay philosophy, plans and awards.
- Attendance: In 2024, all directors attended 100% of Board and committee meetings; in 2023, no director attended <75%.
- Executive sessions and assessments: Executive sessions available at each meeting; directors completed self and committee evaluations (2024 cycle conducted Jan 2025).
| Committee | Membership | Chair | Independence | Financial Expert | Meetings (2023 → 2024) |
|---|---|---|---|---|---|
| Audit | Member | No (Hirsh is Chair) | Yes | Yes | 6 → 4 |
| Compensation | Member | No (Nuñez is Chair) | Not explicitly stated per-committee; overall Board independence confirmed | Not applicable | Not disclosed for meeting counts; active through 2024 |
Fixed Compensation
Director compensation (FY2024):
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non-employee director retainer; paid quarterly |
| Committee chair fees | $0 | Chairs receive $10,000; Mueller is not a chair |
| Meeting fees | Included | Included within “fees earned or paid in cash” |
| Total cash (fees) | $50,000 | Reported in director comp table |
Performance Compensation
Director equity and cash awards (FY2024):
| Metric/Instrument | Grant Date | Quantity/Value | Vesting Schedule | Performance Metric Linkage |
|---|---|---|---|---|
| RSUs (Subordinate Voting Shares) | June 1, 2024 | 15,138 RSUs; fair value $62,490 | Four equal installments at 12-, 18-, 24-, 30-month anniversaries of June 1, 2024; service-based | None disclosed; vesting contingent on continued service |
| Cash incentive award | June 1, 2024 | $62,500 | Four equal installments at 12-, 18-, 24-, 30-month anniversaries of June 1, 2024; service-based | None disclosed; vesting contingent on continued service |
| Options | Not disclosed | — | — | Not disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mueller; only Hirsh serves on Mondee Holdings, Inc. |
| Prior public company boards | Not disclosed |
| Private/non-profit/academic boards | Not disclosed |
Expertise & Qualifications
- Audit Committee financial expert; financially literate under NI 52-110/Nasdaq standards.
- Extensive corporate tax leadership; compliance, audit, accounting, and state/local controversy management.
- Formal education and IRS credentials (PTIN and ERO).
Equity Ownership
| Metric | FY2024 (Record basis) | FY2025 (Record basis) |
|---|---|---|
| Beneficial ownership (Subordinate Voting Shares) | 18,409; “*” <1% | 59,013; “*” <1% |
| Shares outstanding used for % | 344,163,150 | 361,815,879 |
| RSUs vesting within 60 days included | Yes (all securities were RSUs vesting within 60 days; footnote (6)) | Not disclosed |
| Pledged or hedged shares | No pledging disclosed for Mueller; company policy prohibits director hedging and options trading |
Governance Assessment
- Strengths
- Independent director with deep tax, audit, and compliance expertise; designated audit financial expert, bolstering oversight of financial reporting and controls.
- Full meeting attendance in 2024 signals engagement; active roles on both Audit and Compensation Committees.
- Hedging and derivatives prohibitions apply to directors; pre-clearance/trading windows enforced; Clawback Policy in place for executives.
- Alignment and incentives
- Director pay mix: modest cash retainer plus time-vested RSUs and service-vested cash awards; no performance-based metrics disclosed for directors, which may reduce direct pay-for-performance sensitivity at the board level.
- Ownership increased from 18,409 (FY2024 record) to 59,013 (FY2025 record), indicating greater skin-in-the-game, though percentage remains below 1%.
- RED FLAGS and watch items
- Board lacks a lead independent director; CEO serves as Chair—could limit independent counterbalance in board leadership.
- Company-level pledging by CEO reported (not Mueller), a governance risk to monitor for broader board culture and collateralization practices.
- Director cash “incentive” awards vest on service rather than performance outcomes; absence of disclosed director-level performance metrics.
Related-Party Exposure: No related-party transactions or conflicts disclosed for Charles Mueller; the Board has adopted a Related Party Policy.
Committee Effectiveness: Audit Committee met 4 times in 2024 and 6 times in 2023; composition includes two financial experts (Mueller, Hirsh), supporting rigorous oversight.